LifeStance Health Group (LFST): TPG entities disclose 98.1M-share, 25.7% ownership

Rhea-AI Filing Summary

LifeStance Health Group, Inc. has a significant shareholder group led by TPG GP A, LLC, together with James G. Coulter and Jon Winkelried as reporting persons. Through TPG VIII Lynnwood Holdings Aggregation, L.P., they report beneficial ownership of 98,101,407 shares of common stock.

This represents 25.7% of LifeStance’s common stock, based on 382,055,609 shares outstanding as of July 29, 2026. The shares are held indirectly through a chain of TPG entities, with voting and dispositive power shared among the reporting persons, who each disclaim beneficial ownership beyond their pecuniary interest.

Key Figures

Shares beneficially owned: 98,101,407 shares Percent of class: 25.7% Shares outstanding baseline: 382,055,609 shares +2 more

5 metrics

Shares beneficially owned 98,101,407 shares Common Stock beneficially owned indirectly by TPG VIII Lynnwood and reporting persons

Percent of class 25.7% Ownership percentage of LifeStance common stock based on shares outstanding as of July 29, 2026

Shares outstanding baseline 382,055,609 shares LifeStance common stock outstanding as of July 29, 2026, from Form 10-Q

Shared voting power 98,101,407 shares Shares over which the reporting persons have shared power to vote or direct the vote

Shared dispositive power 98,101,407 shares Shares over which the reporting persons have shared power to dispose or direct disposition

Key Terms

beneficial owner, Schedule 13G, Stockholders Agreement, pecuniary interest, +1 more

5 terms

beneficial owner regulatory

"may be deemed to be the beneficial owner of the shares of Common Stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13G regulatory

"Amendment No. 3 to is being filed jointly ... under the Act"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Stockholders Agreement regulatory

"TPG VIII Lynnwood entered into a Stockholders Agreement, dated as of June 9, 2021"

pecuniary interest financial

"disclaim beneficial ownership of such shares of Common Stock ... except to the extent of their pecuniary interest"

group regulatory

"may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own ... and/or to constitute a "group""

FAQ

What ownership stake in LFST does TPG GP A, LLC report in this Schedule 13G/A?

TPG GP A, LLC, together with related entities, reports beneficial ownership of 98,101,407 shares of LifeStance Health Group, Inc. common stock, representing 25.7% of the company’s outstanding shares based on 382,055,609 shares outstanding as of July 29, 2026.

How many LifeStance Health (LFST) shares are outstanding for this ownership calculation?

The reported 25.7% ownership stake is calculated using 382,055,609 shares of LifeStance Health Group, Inc. common stock outstanding as of July 29, 2026, as referenced from the company’s Quarterly Report on Form 10-Q filed on August 6, 2026.

Do James G. Coulter and Jon Winkelried personally own 25.7% of LFST?

James G. Coulter and Jon Winkelried may be deemed beneficial owners of 98,101,407 shares through TPG entities but disclaim beneficial ownership except to the extent of their pecuniary interest. The shares are held indirectly via TPG VIII Lynnwood Holdings Aggregation, L.P.

What voting and dispositive powers over LFST shares do the reporting persons have?

The reporting persons state 0 shares with sole voting or dispositive power and 98,101,407 shares with shared voting and shared dispositive power. This reflects coordinated control through TPG VIII Lynnwood and related TPG entities rather than individual direct control.

How does the Stockholders Agreement affect TPG’s influence over LFST?

TPG VIII Lynnwood has a Stockholders Agreement with other holders to vote their LFST shares for board elections as specified. As a result, the reporting persons may be deemed part of a group, potentially extending their influence, though they disclaim beneficial ownership of other holders’ shares beyond any pecuniary interest.

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Available on EDGAR 08/14/2026 - 04:55 PM Accepted by SEC EDGAR 08/14/2026 - 04:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

LifeStance Health Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

53228F101

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 53228F101

1

Names of Reporting Persons

TPG GP A, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 98,101,407.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 98,101,407.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

98,101,407.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

25.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 382,055,609 shares of Common Stock (as defined below) outstanding as of July 29, 2026, as reported on the Quarterly Report on Form 10-Q filed by LifeStance Health Group, Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on August 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 53228F101

1

Names of Reporting Persons

COULTER, JAMES G

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 98,101,407.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 98,101,407.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

98,101,407.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

25.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 382,055,609 shares of Common Stock outstanding as of July 29, 2026, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 53228F101

1

Names of Reporting Persons

WINKELRIED, JON

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 98,101,407.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 98,101,407.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

98,101,407.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

25.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 382,055,609 shares of Common Stock outstanding as of July 29, 2026, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 6, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: LifeStance Health Group, Inc.
(b)	Address of issuer's principal executive offices: 4800 N. Scottsdale Road, Suite 2500, Scottsdale, AZ 85251
Item 2.
(a)	Name of person filing: This Amendment No. 3 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG GenPar VIII Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VIII, L.P., a Delaware limited partnership, which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P., a Delaware limited partnership ("TPG VIII Lynnwood"), which directly holds 98,101,407 shares of Common Stock. Because of the relationship of TPG GP A to TPG VIII Lynnwood, TPG GP A may be deemed to be the beneficial owner of the shares of Common Stock held by TPG VIII Lynnwood. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to be the beneficial owners of the shares of Common Stock held by TPG VIII Lynnwood. Messrs. Coulter and Winkelried disclaim beneficial ownership of such shares of Common Stock held by TPG VIII Lynnwood except to the extent of their pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is as follows: c/o TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102
(c)	Citizenship: See response to Item 4 of each of the cover pages.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 53228F101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See response to Item 2(a) above.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. TPG VIII Lynnwood entered into a Stockholders Agreement, dated as of June 9, 2021, with certain other holders (the "Holders") of shares of Common Stock. Pursuant to the Stockholders Agreement, TPG VIII Lynnwood and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein. Because of the relationship between TPG VIII Lynnwood and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by TPG VIII Lynnwood and the Holders and/or to constitute a "group" with the Holders. Each Reporting Person and TPG VIII Lynnwood disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TPG GP A, LLC

Signature:	/s/ Matthew White
Name/Title:	Matthew White / Vice President
Date:	08/14/2026

COULTER, JAMES G

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer on behalf of James G. Coulter (1)
Date:	08/14/2026

WINKELRIED, JON

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer on behalf of Jon Winkelried (2)
Date:	08/14/2026

Comments accompanying signature: (1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

Exhibit Information

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* * Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Securities and Exchange Commission (the "Commission") as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.